REVOLVING CREDIT NOTE
January 26, 1996 $25,000,000
Atlanta, Georgia
FOR VALUE RECEIVED, the undersigned, XXXXXX INDUSTRIES, INC., a corporation
organized and existing under the laws of the State of Delaware (the "Borrower"),
promises to pay to the order of First Union Bank of South Carolina a national
banking association (the "Lender"), on January 26, 1999 or on such earlier date
as is provided for in the Credit Agreement (as hereinafter defined), the
principal sum of Twenty-five Million Dollars and 00/100 ($25,000,000) or so much
thereof as may from time to time be disbursed hereunder prior to the maturity of
this Revolving Credit Note, as may be shown on the grid schedule attached
hereto.
In addition to principal, the Borrower agrees to pay interest on the
principal amounts disbursed hereunder from time to time from the date of each
disbursement until paid at such rates of interest and upon such dates as
provided in the Credit Agreement. All indebtedness outstanding under this Note
shall bear interest after maturity, whether at stated maturity, by acceleration
or otherwise, at the default rate specified in the Credit Agreement, and all
such interest shall be payable on demand.
This Revolving Credit Note (this "Note") is one of the Notes defined in,
and evidences Advances incurred pursuant to, that certain Revolving Credit
Agreement, dated as of the date hereof, by and among the Borrower, SunTrust
Bank, Atlanta ("SunTrust"), First Union National Bank of South Carolina ("First
Union") and NatWest Bank N.A. as Lenders thereunder, SunTrust and First Union as
Agent for such Lenders and SunTrust as Administrative Agent for such Lenders (as
the same may be from time to time supplemented, amended, renewed or extended,
the "Credit Agreement"). Reference hereby is made to the Credit Agreement for a
full and complete description of such terms and conditions, including, without
limitation, the circumstances under which the maturity of this Note may or will
be accelerated and the unpaid balance and all accrued and unpaid interest shall
become due and payable. Unless otherwise defined herein, all capitalized terms
used in this Note shall have the same meanings as set forth in the Credit
Agreement.
Payment of both principal and interest on this Note are to be made at the
office specified in writing from time to time by SunTrust or any successor
Administrative Agent; the initial office for payment shall be at 00 Xxxx Xxxxx,
Xxxxxxx, Xxxxxxx, 00000. All payments of principal and interest shall be in the
currency of the United States of America and in immediately available funds.
The Lender shall at all times have a right of set-off against any deposit
balances of the Borrower in the possession of the Lender, and the Lender may
apply the same against payment of this Note or any other indebtedness of the
Borrower to the Lender, provided that such indebtedness has matured (by its
terms, by acceleration or otherwise). The payment of any indebtedness evidenced
by this Note shall not affect the enforceability of this Note as to any future,
different or other indebtedness evidenced hereby. In the event the indebtedness
evidenced by this Note is collected by legal action or through an attorney at
law, the Lender shall be entitled to recover from the Borrower all costs of
collection including reasonable attorneys' fees actually incurred.
The Borrower acknowledges that the actual crediting of the amount of any
Advance under the Credit Agreement to an account of the Borrower or recording
such amount on the grid schedule attached hereto shall, in the absence of
manifest error, constitute presumptive evidence of such Advance. Such account
records or grid schedule shall constitute, in the absence of manifest error,
presumptive evidence of principal amounts outstanding and repayments made under
this Note and the Credit Agreement, at any time and from time to time, provided
that the failure of the Lender to record on the grid schedule or in such account
records the amount of any Advance shall not affect the obligation of the
undersigned to repay such amount together with interest thereon in accordance
with this Note and the Credit Agreement.
Failure or forbearance of the Lender to exercise any right hereunder, or
otherwise granted by the Credit Agreement or by law, shall not affect or release
the liability of the Borrower hereunder, and shall not constitute a waiver of
such right unless so stated in writing by such of the Lenders as are required
under the Credit Agreement to effect such waiver. THIS NOTE SHALL BE DEEMED TO
BE MADE UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY, THE
LAWS OF THE STATE OF GEORGIA. Time is of the essence of this Note.
PRESENTMENT FOR PAYMENT, NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED.
Executed under hand and seal in Atlanta, Georgia, on the day and year first
above written.
XXXXXX INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
President
[CORPORATE SEAL]
Attest: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Secretary
GRID SCHEDULE TO REVOLVING CREDIT NOTE
This Note evidences Loans made by the Lender to the Borrower under the
within described Credit Agreement, in the principal amounts, and on the dates
set forth below, subject to the payments or prepayments of principal set forth
below:
Principal Principal
Date Type of Amount of Amount Paid Balance
Made Loan Loan or Prepaid Outstanding Initials
